Brandi N. Joplin
About Brandi N. Joplin
Brandi N. Joplin (age 55) was elected as an independent director of America’s Car‑Mart (CRMT) at the September 25, 2025 annual meeting after being nominated in the 2025 proxy. She retired from Walmart in March 2025, serving as CFO of Sam’s Club (Aug 2019–May 2024), Executive Advisor (May 2024–Mar 2025), and previously Walmart’s Chief Audit Executive, International Controller, and VP of Global Internal Audit Services; earlier she spent 14 years in financial leadership roles at Alltel. She is a CPA and Certified Internal Auditor, with a BS in Business Administration from the University of Arkansas.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walmart – Sam’s Club (NYSE: WMT) | Senior Vice President & CFO | Aug 2019 – May 2024 | Led finance for warehouse retail division; executive advisor thereafter (May 2024 – Mar 2025) |
| Walmart | Chief Audit Executive | Sep 2016 – Aug 2019 | Oversight of internal audit; controls and risk management |
| Walmart | VP & International Controller | Feb 2015 – Sep 2016 | Global accounting oversight |
| Walmart | VP, Global Internal Audit Services (US & Canada) | 2009 – Feb 2015 | Internal audit leadership across geographies |
| Alltel (former telecom) | Financial leadership roles | 14 years | Finance leadership experience (multiple roles) |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Southern Bancorp, Inc. | Director | Current | Board service (community development finance) |
| Arkansas Children’s Foundation | Director | Current | Nonprofit governance |
| Walmart Foundation (Board of Trustees) | Audit Committee Member | Prior | Audit committee service |
Board Governance
- Election outcome: Votes For 6,348,379; Against 3,611; Abstained 1,455; Broker Non‑Votes 1,200,314 (elected for a one‑year term).
- Independence: The Board determined Joplin is “independent” under NASDAQ standards.
- Board activity and engagement: In FY2025 the Board held 6 meetings; each incumbent director attended at least 75% of aggregate meetings of the Board and their committees; all eight directors attended the 2024 annual meeting. Independent directors meet separately at least twice annually.
- Committee assignments: The proxy lists FY2025 committee memberships (Audit & Compliance; Compensation & Human Capital; Finance; Nominating & Governance) and does not include Joplin (she was a nominee at the time). Post‑election committee assignment was not disclosed in these filings.
| 2025 Board Committees (as disclosed) | Chair | Members |
|---|---|---|
| Audit & Compliance | Ann G. Bordelon | Bordelon; Jonathan Z. Buba; Julia K. Davis; Daniel J. Englander; Dawn C. Morris; Joshua G. Welch (all independent; multiple audit committee financial experts) |
| Compensation & Human Capital | Daniel J. Englander | Bordelon; Davis (all independent; non‑employee directors) |
| Finance | Jonathan Z. Buba | Buba; Englander; Welch (independent; 23 meetings in FY2025) |
| Nominating & Governance | Dawn C. Morris | Buba; Davis |
Fixed Compensation (Director)
| Component | Amount | Structure |
|---|---|---|
| Annual cash retainer (non‑employee director) | $50,000 | Directors may elect to receive the cash retainer in restricted shares or stock options; grants on May 1; vest at first anniversary |
| Chairman of the Board additional retainer | $77,500 | Annual cash (election to equity allowed per policy above) |
| Audit Committee chair | $25,000 | Annual cash |
| Compensation Committee chair | $15,000 | Annual cash |
| Nominating Committee chair | $12,500 | Annual cash |
| Finance Committee chair | $12,500 | Annual cash |
Notes: No meeting fees disclosed; employee directors receive no separate director compensation.
Performance Compensation (Director)
- Annual equity grant: $150,000 in restricted shares or stock options at the director’s election; granted May 1; vests at the first annual anniversary. There are no performance metrics tied to director equity awards (time‑based vesting).
- No non‑equity incentive plan compensation or options with performance conditions are disclosed for directors in FY2025 (aside from executive officers; director awards are time‑vested).
Other Directorships & Interlocks
| Person/Entity | Nature | Potential Interlock/Conflict Consideration |
|---|---|---|
| Southern Bancorp, Inc.; Arkansas Children’s Foundation | External boards | No related‑party transactions disclosed; Audit Committee reviews any related‑person transactions case‑by‑case. |
Expertise & Qualifications
- Credentials: CPA; Certified Internal Auditor; BS in Business Administration (University of Arkansas).
- Domain expertise: Financial leadership (division CFO), internal audit, controls, and accounting across large retail operations; experience in telecom finance.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Brandi N. Joplin | Not reported (nominee at record date) | — | Listed as a director nominee with no beneficial ownership disclosed in FY2025 table |
| Director stock ownership guideline | 5x annual base retainer | — | Must be met within five years of joining the Board; directors either met or were within transition period as of July 31, 2025 (Joplin newly elected → transition period) |
| Pledging/Hedging | Prohibited (limited pledge exceptions) | — | No short sales; no derivatives; hedging/monetization prohibited; pledging generally prohibited with limited exceptions subject to conditions |
Governance Assessment
-
Strengths
- Independence and strong finance/audit pedigree (Sam’s Club CFO; former Chief Audit Executive) bolster Board oversight of financial reporting, controls, and risk.
- Robust shareholder support at election (6.35M For; minimal opposition), supporting investor confidence in her appointment.
- Board practices: independent director executive sessions; established Audit and Compensation charters; active Finance Committee; clear Code of Conduct; Insider Trading Policy with anti‑hedging/pledging; and Clawback Policy adopted in line with SEC/Nasdaq rules.
- No related‑party transactions requiring disclosure since FY2025; Audit Committee pre‑approves auditor services and oversees complaint procedures.
- Director ownership guidelines align incentives over time (5x retainer within five years).
-
Watchpoints / RED FLAGS
- Initial ownership was not reported at nomination; alignment will depend on equity elections and accumulation under the Board’s ownership guideline.
- Committee assignment for Joplin was not disclosed in the 2025 proxy or subsequent 8‑Ks reviewed; monitoring her placement (e.g., Audit or Compensation) will inform her direct impact on key oversight areas.
- Broader governance context: while say‑on‑pay support has been strong historically (96.94% in 2024), continued vigilance on pay design and clawback execution remains warranted.
Overall, Joplin’s deep financial and audit background, independence, and strong shareholder endorsement are positives for Board effectiveness. Absence of related‑party concerns and firm anti‑hedging/pledging policies further support investor alignment, while early‑tenure ownership and committee placement should be monitored for ongoing governance impact.